Chapter VIIIBreakout From the Beachhead

As Operation BUFFALO entered the second day, General Harmon's 1st Armored
Division prepared to exploit its success beyond the railroad. His two combat
commands were to cross Highway 7 to occupy the X-Y Line, or first phase line,
about a mile and a half northeast of the railroad. Thereafter, on corps' order,
the axes of the combat commands were to diverge: Colonel Daniel's CCA, on the
left, was to turn northward toward Velletri to occupy the O-B, or second, phase
line, some four miles northwest of Cisterna, and block the enemy believed to be
in the vicinity of Velletri; Allen's CCB, on the right, was to swing northeast
of Cisterna in the direction of Giulianello, a village seven miles beyond
Cisterna and midway between Velletri and Cori, to occupy the O-B Line in that
sector. If all went well General Allen's command would become the armored
spearhead of the drive through the corridor toward Valmontone and Highway 6,
Operation BUFFALO's ultimate objective, about thirteen miles away.1

As the advance resumed at 0530 on the 24th, Colonel Linville's 6th Armored
Infantry Regiment led the way for CCB, with the 2d and 3d Battalions forward. A
company each of medium
and light tanks supported each battalion. Leading both battalions were two
companies of dismounted armored infantrymen, each supported by an attached
machine gun section.

Between the railroad and Highway 7, leading northwestward out of Cisterna, tall
reeds and dense brush covered the terrain, which, near the highway, became
increasingly compartmentalized by gullies and ravines. Not unusual during the
advance through the dense vegetation was an experience of a company commander
from the 3d Battalion. Following his platoons on foot, 1st Lt. Mike Acton
almost bumped into an enemy officer who suddenly stepped out of a thicket.
Acton and the German drew their pistols at the same time. Acton's weapon
jammed; the German fired but missed. A quick-thinking runner in Lieutenant
Acton's headquarters section shot the German officer.

Progressing slowly toward the highway the two battalions, often without
physical or visual contact, fought their way through or around small groups of
enemy soldiers well concealed in the reeds and brush. To speed the attack and
draw the enemy out into the open, General Allen ordered medium tanks from the
2d Battalion of Colonel Simmerman's 13th Armored Regiment to take the lead.
Followed closely by Linville's infantry and harassed only by scattered and
poorly directed artillery fire, Simmerman's tanks moved northeastward along a
narrow dirt road that

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provided the only cleared corridor through the thick vegetation to within a
hundred yards of Highway 7. A platoon and an infantry detachment remained
behind to mop up any bypassed enemy.

In moving to within assault distance of the highway, CCB's tanks and infantry
had overrun the 954th Infantry Regiment's main battle position. The burden of
defense in the sector fell thereafter upon the men of the 362d Artillery
Regiment, with the help of a few survivors of the 954th. As the tanks resumed
their attack German artillery, deployed along the west side of Highway 7,
fought back at point-blank range. The guns included 88-mm. dual-purpose pieces
that destroyed six tanks before the defenders fell back on the artillery
regiments secondary firing positions. Yet the 1st Armored Division's tanks
overran those positions too, before an enemy panzer reconnaissance battalion,
which had taken the entire night to move from the vicinity of Albano, could
reinforce the sector.

By noon the medium tanks were in position on their objective, the X-Y Line, a
low ridge beyond Highway 7. Scarcely had they gained the objective when
antitank guns located on high ground to the northwest opened fire. In response
to a call from Colonel Simmerman for artillery support, the 91st Field
Artillery Battalion fired 130 rounds, knocking out at least one piece and
destroying a building concealing another. The artillery support was in a way a
mixed blessing, since for two hours short rounds fell intermittently among the
medium tanks despite repeated demands by Colonel Simmerman that the firing
cease. Eventually the gunners determined which piece was faulty.

A similar error also temporarily checked Colonel Linville's 6th Armored
Infantry following the tanks. When small arms fire from enemy positions on a
knob overlooking the highway from the east pinned down the infantry just west
of the highway, short rounds from artillery trying to dislodge the enemy fell
among the American infantry. The rounds continued to fall even after the enemy
had ceased firing and had apparently withdrawn. Not until 1400 did the infantry
reach the highway and proceed across the road to join the tanks on CCB's
objective.

Having crossed Highway 7, CCB had cut one of the two major roads serving the
Germans in Cisterna. That accomplished--and with it what appeared to be a
critical penetration of the enemy's 362d Division--General Harmon passed on to
General Allen the corps' order to proceed with the second phase of the breakout
offensive. Accordingly General Allen sought control of the remaining road, that
leading northeastward to Cori. He told Lt. Col. Frank F. Carr to move with his
battalion of light tanks to the high ground at the Colle di Torrechia, near a
road junction some two miles northeast of Cisterna overlooking the road to
Cori. At the same time, Allen sent the 13th Armored Regiment's reconnaissance
company ahead to screen Carr's left flank and maintain contact with elements of
Colonel Daniel's CCA, which were engaged in forcing what remained of the 362d
Division's right wing beyond the Mole Canal.

Carr's light tanks gathered quickly in an assembly area just south of the

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railroad, but soon ran into successive delays along the railroad embankment:
first a mine field, then long-range artillery fire, and finally tanks of the
combat command's reserve crowding onto the same crossing site over the
railroad. It took Carr's tanks two hours to reach Highway 7 and regroup in a
wooded area beyond.

Under cover of prearranged artillery concentrations fired by the 91st Field
Artillery Battalion, the tanks turned eastward toward the Colle di Torrechia.
Rolling toward that objective, they encountered little resistance as they
overran a Tiger tank, its 88-mm. gun in full working order. Faced with such a
swarm of light tanks, the German crew apparently decided against giving battle
and escaped on foot into the underbrush. Soon after dark a battalion of armored
infantry joined the tanks to help hold the Colle di Torrechia, while a
battalion of medium tanks took up positions about half a mile behind the
advance elements to give depth to the defense.

Meanwhile, on the 1st Armored Division's left Colonel Daniel's CCA, advancing
to the northwest astride Highway 7, experienced similar success. Such heavy
losses had the 362d Division incurred that even with reinforcement by the
panzer reconnaissance battalion that General von Mackensen belatedly ordered
transferred from the I Parachute Corps, the division could do no more than
execute a fighting withdrawal. As night fell CCA's 81st Reconnaissance
Battalion had reached a position within four miles of Velletri from which a
sortie toward the town could be made the next morning to determine how well
defended it was. The 362d Division's front was split, with the troops in front
of Cisterna separated from the rest of the division. The stronghold of Cisterna
now almost isolated, its defenders awaiting the inevitable--not passively,
however, for there was still plenty of fight left in them, as the infantrymen
of the 3d Division were soon to learn.

While the advance of CCB's light tanks to the Colle di Torrechia was in effect
a partial envelopment of the enemy stronghold of Cisterna, the job of
completing the envelopment of the town still belonged to General O'Daniel's
3d Division, whose 30th Infantry, closer to the town, was doing the job on the
west, the 15th Infantry on the east. The 7th Infantry in the division's center
was to pin the enemy in Cisterna and later reduce the town. At the same time
the regiment was to assist the 30th Infantry in the envelopment. With its
reserve battalion, the 7th Infantry was to take the settlement of La Villa, a
mile northwest of Cisterna, and cut Highway 7 in the vicinity of the Cisterna
cemetery. The battalion thereby would serve as a blocking force against the
Germans in Cisterna lest they interfere with the 30th Infantry's wheeling
movement to get in behind the town, while at the same time affording a starting
line for an attack to take the Cisterna defenses in flank.

At 0400 on the 24th, the 3d Division's artillery fired for fifteen minutes in
front of the 7th Infantry's left wing. Four hours later the artillery repeated
the performance. Meanwhile, the reserve battalion, the 1st, had moved up in the
darkness in rear of the positions gained in the first day's fighting.

Following the second artillery preparation,

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the 1st Battalion began to advance in a column of companies and reached
high ground within 400 yards of the railroad after experiencing nothing more
disturbing than an occasional round of enemy shellfire. Yet when Company C, in
the lead, started to move across flat, exposed ground leading to the railroad,
rifle and machine gun fire erupted from the edge of a wood close to La Villa.
The battalion commander, Lt. Col. Frank M. Izenour, then committed another
company in a flanking maneuver against this opposition, enabling Company C to
get moving again behind the fire support of the battalion's 81-mm. mortars.
Passing through a cut in the railroad embankment in the face of only occasional
German small arms fire, the company moved quickly into La Villa. In the hamlet
the men searched in vain for a tunnel that the division G-2 believed led to
Cisterna.

Continuation of the attack to cut Highway 7 and gain the Cisterna cemetery
was delayed when a company of tanks and a platoon of tank destroyers that were
to assist failed to arrive. When at last seven tanks appeared, Colonel Izenour
ordered Company B to get on with the attack. As it turned out, not even those
tanks were needed. In half an hour, by 1600, Company B and the tanks were
astride Highway 7 at the cemetery with no sign of the enemy.

Colonel McGarr's 30th Infantry, in the meantime, had been building up to the
railroad and the highway to the northwest to get into position for the
enveloping maneuver. The advance involved a thrust by Company F, which had led
the regiment's attack on the first day to within a hundred yards of the
railroad, and by the fresh 1st Battalion, to which Company F was temporarily
attached.

At dawn on the 24th, Company F on the left and Company B on the right, each
supported by a platoon of heavy machine guns, advanced toward a group of low
hills, west of the Femminamorta Canal, that overlooked the railroad from the
south. From the high ground the two companies would be able to cover the move
of the rest of the 1st Battalion across the railroad on the other side of the
canal.

The 41st Field Artillery Battalion fired several concentrations before the
infantry moved out, but the Germans responded to the new attack with automatic
weapons and mortar fire from positions near a group of ruined stone houses atop
two knobs south of the railroad. Rather than attempt what might have been a
costly frontal attack against the positions, Company F swung far to the left in
an outflanking maneuver. That move carried the western knob and enabled Company
B to clear the eastern knob quickly. By 1100 Company F and the entire 1st
Battalion had closed up to the railroad.

The 30th Infantry's 3d Battalion, astride the Ponte Rotto road, found even
easier going. Hearing movements before daylight in the vicinity of an enemy
strongpoint along the Femminamorta Canal, men of Company L deduced that the
Germans might be withdrawing. In an attempt to catch them before they got away,
the company hastened along the canal toward the position, but too late. At the
strongpoint Company L found only twenty-four enemy dead. Moving on to a

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second position nearby, the company found that, too, abandoned.

In midafternoon, as the 1st Battalion prepared to cross the railroad and seize
the high ground just beyond, the 3d Battalion made ready to develop the
enveloping maneuver by advancing to a road junction a mile and a half northeast
of Cisterna on the forward slopes of the Colle di Torrechia, not far from the
objective of the light tanks of Colonel Carr's battalion of the 1st Armored
Division's CCB. Indeed, had not the infantry battalion incurred delays, the two
forces might have arrived on their adjacent objectives at approximately the
same time. While the 3d Battalion's move constituted the left arm in the
envelopment of Cisterna, it was also designed to put the 30th Infantry in
position to assist the 15th Infantry in a drive early the next morning on Cori.

Although the 3d Battalion, 30th Infantry, began to move about 1630, darkness
had fallen when the men crossed the highway and passed through the
cemetery. Unwittingly, the troops had cut across the rear of a battalion of the
7th Infantry just as that battalion launched an attack on Cisterna. As German
mortar fire began to fall, confusion in the cemetery increased. Untangling the
two forces took considerable time, so that it was close to daylight before the
3d Battalion, 30th Infantry, in an unopposed march through the darkness, could
reach the road junction near the Colle di Torrechia. A projected continuation
of the attack at 0630 on the 25th against Cori would have to be delayed.

With the 3d Battalion thus delayed, not until midnight did the 30th Infantry's
1st Battalion receive an order to follow. That battalion reached the objective
soon after daylight, there to find preparations for mounting an attack on Cori
hampered by persistent German shelling apparently directed at the light tanks
of the 1st Armored Division's CCB assembled nearby on another part of the Colle
di Torrechia. It would be late on the 25th before the 30th Infantry could
launch its drive on Cori.

Constituting the other arm of the maneuver to envelop Cisterna, the 15th
Infantry in the meantime had mounted an attack with its 2d Battalion driving
due north to cross Highway 7 and the railroad, skirting Cisterna to the east,
and advancing to the Cisterna-Cori road. While the 1st Battalion and Task Force
Paulick, closing the gap between the division and the 1st Special Service
Force, remained along Highway 7 in positions gained on the first day, the 3d
Battalion was to follow the 2d and once across the railroad was to swing east
to occupy the Maschia San Biagio, a wooded area a mile and a half east of
Cisterna, thereby protecting the 2d Battalion's flank.

At 0730 Company G led the 2d Battalion's attack, advancing fairly readily
across Highway 7 to the railroad despite harassing machine gun fire from
somewhere near the railroad embankment. As the men started to cross the
embankment, fire from small arms and self-propelled guns in the outskirts of
Cisterna drove them back. To get the attack moving again, the battalion
commander sent Company F along the shelter of the steep banks of the San Biagio
Canal, a small tributary of the Cisterna Canal, to outflank the enemy from the
right, but German fire halted

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that maneuver too.2
The 39th Field Artillery Battalion fired several
concentrations in order to silence the enemy fire, but a second try at crossing
the railroad met continued opposition.

During the early afternoon the battalion commander sideslipped his companies to
the right in an effort to avoid the fire coming from Cisterna. He also
committed a third company as prelude to a new assault. Prevented by antitank
fire from bringing tanks and tank destroyers close enough to the railroad
embankment to give the infantry close support, he gained permission to move the
destroyers into the 1st Special Service Force's sector on the right. From there
the destroyers tried to place flanking fire on the troublesome enemy positions,
but again the effect on the volume of enemy fire was negligible.

A visit in midafternoon to the 15th Infantry command post by the division
commander, General O'Daniel, brought a promise of additional artillery support
to help get the attack moving again; but a new attempt shortly before
nightfall, this time supported by five artillery battalions, made no headway.
Only after another heavy artillery preparation did the infantrymen finally
cross the railroad and advance to the edge of a wood about 700 yards to the
north--only to be forced back 200 yards by fire from small arms and tanks. By
that time darkness had fallen.3

Taking advantage of the darkness, engineers built ramps on the steep sides
of the railroad embankment so that the tanks and tank destroyers might cross.
After joining the infantry, the tank destroyers before daylight on the 25th
knocked out the strongpoints that had been holding up the 2d Battalion for
almost twenty-four hours. At the first light of the new day, the 2d Battalion
began to move again while remnants of the enemy's 955th Regiment retreated
deeper into the ruins of Cisterna. In early morning of the 25th the battalion
reached the Casa Montaini, a farm near the Cori road about half a mile
northeast of Cisterna and within hailing distance of troops of the 30th
Infantry on the Colle di Torrechia. That action completed the encirclement of
Cisterna.

Even as the 3d Division's two flank regiments were getting on with that
encirclement, the division commander, General O'Daniel, deemed the enemy so
weakened that he had no need to delay delivering the coup de grace to Cisterna
itself. While the 7th Infantry's 2d Battalion, attacking frontally against the
Cisterna defenses, gained little ground during the second day, O'Daniel
believed that, by hitting the enemy from the flank position held by the
regiment's 1st Battalion at the cemetery alongside Highway 7, the 7th Infantry
might yet take the town in one quick thrust. He told the regimental commander,
Colonel Omohundro, to use his 3d Battalion. That was the unit that had failed
to follow orders on the first day, but the battalion had a new commander, its
former executive officer, Major Ramsey, and a quick, successful seizure of
Cisterna might fully restore the confidence of officers and men alike.

Colonel Omohundro planned to begin

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PATROL MOVING THROUGH CISTERNA

the assault on Cisterna with a renewed frontal attack by the 2d Battalion
to serve as a diversion. Once that attack began, supporting artillery was to
deliver a 30-minute barrage on the town, whereupon Ramsey's 3d Battalion was to
strike from the cemetery southeastward down Highway 7. A smoke screen was to
conceal the start of the 3d Battalion's attack.

While preparations for the attack were under way, a patrol reconnoitered from
the cemetery as far as Cisterna's western outskirts but there encountered
considerable machine gun and mortar fire. That response was the first hint that
the town might be less readily taken than General O'Daniel had believed, and
that the 3d Battalion might have a hard fight, something for which that unit
the day before had shown little inclination.

The first hitch in Omohundro's plan developed when the 2d Battalion delayed its
attack until a supporting platoon of tank destroyers could get forward.
Scheduled to attack at 1930, the battalion did not move until shortly after the
tank destroyers finally arrived at 2130. Since the 2d Battalion was to attack
first, the 3d Battalion at the cemetery also had to postpone its attack, which
meant there would be no further need for a smoke screen: the

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7th Infantry was to hit Cisterna by night.

This unforeseen delay was the second in a series of unfortunate circumstances
that had begun earlier in the day when Major Ramsey, the 3d Battalion's new
commander, was wounded and evacuated to the rear. The commander of the Weapons
Company, Capt. Glenn E. Rathbun, took his place. At 2145, with Company K on the
left, Company D on the right, and Company L in reserve behind Company I, the
battalion at last began to move through the Cisterna cemetery toward a line of
departure just beyond it. An attached tank platoon and three tank destroyers
were in direct support. It was then that the third in the series of mishaps
occurred: the unfortunate intermingling in the cemetery with the leading
battalion of the 30th Infantry and the delay of several hours before the
battalions could be separated and control restored.

Even more trouble awaited the unfortunate 3d Battalion. As the men finally
crossed the line of departure, heavy enemy shelling and several short rounds
from U.S. artillery fell among them. That left the men badly shaken. At dawn on
the 25th the battalion was only 200 yards beyond its line of departure, still
about 700 yards short of the first buildings of Cisterna. When Colonel
Omohundro ordered the battalion to renew the attack, withering automatic
weapons fire stopped the men as soon as they attempted to move. Casualties were
heavy, among them the commander of Company K, the company's third commander in
four days. The attack collapsed and with it General O'Daniel's hope of quickly
redeeming the battalion.

Paradoxically, the diversionary attack by the 2d Battalion into the face of the
main defenses at Cisterna had been making better progress. The battalion at
first ran into stubborn resistance from Germans concealed in a group of ruined
houses on both sides of the railroad. Each house had to be laboriously reduced;
but with the help of well co-ordinated mortar and artillery fire, the men
fought through the night and gradually worked their way forward. When the two
leading companies reached the railroad embankment, they called for supporting
fires to lift, then rushed across at six points. Weary from the night's
fighting, the companies dug in just beyond the embankment and less than 200
yards from the fringe of Cisterna. The 2d Battalion's success and the 3d
Battalion's failure were destined to dictate a change in plan for the final
assault into the town.

Action on the Flanks

As the 3d Division encircled Cisterna on the 24th, the 133d Infantry,
serving as a screen for the 1st Special Service Force on the division and corps
right, headed slowly northward, its right flank anchored on the Mussolini
Canal. That night the 1st Special Service Force assembled behind the 133d
Infantry and prepared to pass through its lines the next morning in a thrust
toward Monte Arrestino, overlooking Cori from the southeast.

On the opposite flank, the 45th Division, after gaining its assigned objectives
on the 23d, continued to hold its position northwest of Carano. Yet again

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that was to be no passive operation, for at dusk on the 24th the Germans
counterattacked with a reinforced battalion supported by tanks. Moving south
along the west bank of the Carano Canal, the enemy struck the right flank of
the 180th Infantry's 2d Battalion astride the Carano road. Under cover of heavy
mortar and artillery fire and taking advantage of lush vegetation, the enemy
infantry crept to within 100 yards of the American lines before being
discovered. Hurling grenades at the Americans, the Germans rushed forward.
During ensuing hand-to-hand fighting, the defenders were supported by eight
battalions of artillery firing at the enemy's lines of communications. Although
the counterattack forced back the 180th Infantry's front slightly, the lost
ground was regained by midnight, and patrols that night reported that the enemy
had withdrawn from the division's immediate front.

While the U.S. 45th Division lost and then regained ground on the Carano
sector, the British 5th and 1st Divisions on the beachhead's western flank
along the coast yielded to counterattacking enemy units from the 4th Parachute
and 65th Infantry Divisions the slight gains made by the diversionary attack on
the 23d. Falling back to their original front, the British held.

The German Reaction

The counterattacks mounted by the I Parachute Corps during the 24th reflected
the emphasis which the Fourteenth Army commander, General von Mackensen, had
placed since the beginning of the Allied breakout offensive on his right wing
between the Alban Hills and the Tyrrhenian coast. The limited success of the
counterattacks in holding that sector of the Fourteenth Army front was the only
encouragement for Mackensen on the second day of the Allied offensive. Yet,
since it at last had become undeniable that the Allied main effort was at
Cisterna, the limited successes on the parachute corps front hardly brightened
a day filled with gloom.4

Little time had passed during the morning of 24 May before General von
Mackensen discerned that the thrusts by the American armor northwest Cisterna
and the infantry on either side the town were about to drive wedges between the
362d Division and its two neighboring divisions--the 3d Panzer Grenadier
Division on the right and the 715th Division on the left. The counterattacks
against the U.S. 45th Division and the two British divisions were expected to
ease the pressure somewhat on the right. Yet the extreme left wing of the 715th
Division was still behind the Mussolini Canal and unless allowed to withdraw
was likely to be pinned against the Tyrrhenian coast.

Field Marshal Kesselring at last agreed to pulling back the 715th Division's
left wing to the railroad, which parallels the coast approximately ten miles
inland. To the approval, however, Kesselring attached the proviso that any
forces thereby freed from contact with the Americans were to reinforce the
defenders of Cisterna. The proviso bore little relationship to the situation on
the ground, for even by nightfall of the 24th the American advances had

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virtually severed contact between the 715th Division and the rest of the panzer
corps.

As pressure against the 715th Division increased during the afternoon of the
24th, General von Mackensen made up his mind to exceed the authority granted by
Kesselring and withdraw the entire division to a secondary line extending
eastward from Cisterna toward the Lepini Mountains. When Mackensen learned in
late afternoon that troops of the U.S. 3d Division were on the fringe of
Cisterna and that the 1st Special Service Force had penetrated the 715th
Division's center, he authorized withdrawal of the division as soon as darkness
provided concealment from Allied fighter-bombers.

As the 715th Division began to withdraw that night, the commander of the 362d
Division, Generalleutnant Heinz Greiner, returned to his command from his
emergency leave in Germany. Taking stock of the obviously critical situation,
Greiner concluded that if the garrison of Cisterna was to have any chance at
escape he had to mount some kind of counterattack. While harboring no illusions
about what a counterattack by his depleted forces could accomplish, he
nevertheless hoped he might throw the Americans off balance long enough for
reinforcements to arrive from the I Parachute Corps and for the garrison to
slip out of Cisterna.

Even that faint hope had disappeared when, in late afternoon, contingents of
the U.S. 1st Armored Division plunged toward the Colle di Torrechia. Either
abandon Cisterna or lose all the men there, Greiner believed, but Field Marshal
Kesselring refused withdrawal. General von Mackensen nevertheless went beyond
his authority for the second time that day and told Greiner to pull the men
back. When General Greiner that afternoon tried to pass on the word, it was too
late. The garrison's radio had ceased to function. In Greiner's words,
"Cisterna antwortete nicht mehr" ("Cisterna no longer answered").5

To the German command it was now clear that only the arrival of division-size
reinforcements could prevent a collapse of the Fourteenth Army's center. Three
divisions from the army group reserve already having departed to reinforce the
Tenth Army on the southern front, the only major reserve force remaining was
the Hermann Goering Division, which on the 23d had begun a march south from the
Ligurian coast, over 150 miles away. Having overestimated Allied amphibious
capabilities, Kesselring and the German High Command had hesitated until the
last minute before deciding to use that division.

As for a shift of forces within the Fourteenth Army, even after it was clear
that the Allied offensive was actually aimed at the left wing of the LXXVI
Panzer Corps, General von Mackensen ordered only piecemeal transfer of small
units. Why shift units and invite trouble elsewhere when he was convinced his
army lacked sufficient forces to accomplish its defensive mission? As late as
19 May he had bitterly protested Kesselring's transfer to the southern front of
the 26th Panzer and 29th Panzer Grenadier Divisions from the army group
reserve, a reserve on which Mackensen believed he had first claim and without
which he judged he had no hope of

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containing the Allied offensive. The presence of the 92d Infantry Division,
guarding the coast just south of the Tiber, was of little consequence as a
reserve force for it was as yet an untried unit, composed largely of men still
undergoing training. At that point he doubted that he could even count on being
given the Hermann Goering Division, if and when it arrived at the front south
of Rome, for he strongly suspected that it too would go to the Tenth Army. To
Mackensen, Field Marshal Kesselring's inability to halt the offensive was proof
that his belief that it could be stopped was misguided optimism. Relations
between the two German commanders had become so strained as to approach the
breaking point.

The Third Day

Against the backdrop of futility on the German side, all units of General
Truscott's VI Corps planned to renew their assaults on the third day of the
offensive, 25 May, and exploit the impressive gains already achieved--the 1st
Special Service Force to take Monte Arrestino, the 3d Division to take Cisterna
while at the same time driving northeastward on Cori, the 1st Armored Division
to pursue the drive on Velletri and northeastward toward Valmontone via Cori
and Giulianello, and the 45th Division to continue to anchor the left flank of
the American force.

Throughout the night of 24 May General Truscott shifted his units preparatory
to continuing the offensive the next morning. To close a gap created by the
diverging axes of the 1st Armored Division's two combat commands, Truscott gave
the 34th Division control of a five-mile sector north of Cisterna behind the
armor. With two regiments, the division was to block any attempt by the enemy
to exploit open space between the armored columns and permit the armor to move
more freely in exploiting the German collapse below Cori. During the night
contingents of corps artillery began displacing forward to areas south and west
of Isola Bella in order to better support the continuation of the main attack.

On the extreme right flank of the corps the 36th Division engineers, who since
the 23d had remained in corps reserve, had readied task forces to move
southward to contact the II Corps advancing from Terracina. That night the
engineers crossed the Mussolini Canal and pushed down along the coastal road
through territory recently abandoned by the 715th Division. The link-up with
the Americans from the Garigliano front was to occur on the morning of the
25th.

As the two fronts joined, the 1st Armored Division was advancing beyond the
second phase line. Combat Command A continued to move toward Velletri against
steadily increasing resistance. A combination of rugged terrain, well-sited
antitank guns, and a counterattack led by Mark V tanks held the Americans four
miles south of the town. The day's fighting cost Colonel Daniel's combat
command seventeen tanks damaged or destroyed.

On Daniel's right General Harmon had in the meantime moved from reserve a task
force under Col. Hamilton H. Howze. The task force was composed of Lt. Col.
Bogardus S. Cairn's 3d Battalion, 13th Armored

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Regiment; the 2d Battalion, 6th Armored Infantry; the 3d Battalion, 135th
Infantry; Companies B and D, 1st Armored Regiment; and Companies B of the 635th
and 701st Tank Destroyer Battalions. Colonel Howze assembled the unit during
the night of 24 May near Torrechia Nuova in readiness for an advance toward the
road junction of Giulianello the following day.

Striking across country, the medium tanks of Howze's task force by 1300 reached
and blocked the Cori-Giulianello road about 2,500 yards south of Giulianello.
When an infantry column arrived late in the afternoon, tanks and infantry moved
together to clear the village before dark. Meanwhile, General Allen's Combat
Command B prepared to accompany and support the 3d Division's 15th Infantry as
it moved from the Colle di Torrechia toward the village of Cori on the western
slope of the Lepini Mountains.

The Enemy Situation

The 1st Armored Division's thrust up the Valmontone corridor to Giulianello
had irretrievably separated the 362d and 715th Divisions. Large groups of the
enemy, cut off and without effective control, surrendered. By midday on 25 May,
2,640 prisoners had passed through the Fifth Army's cages at Anzio since
the offensive began on the 23d. The penetration also threatened to cut off the
left wing of the 715th Division, attempting to withdraw along secondary roads
and trails southwest of the Lepini Mountains. The division, having exhausted
its mortar ammunition and lost most of its mortars as well as its light and
heavy machine guns, was in desperate straits. Contact with the attached panzer
grenadier regiment, constituting the division's center, had been lost
completely; communications with other subordinate units were little better. A
100-man Kampfgruppe, commanded by an artillery battery commander, constituted
the division's right wing north of the Cisterna-Cori road. Supporting the
Kampfgruppe were an artillery battery, firing at point-blank range, and a
platoon of 88-mm. antiaircraft guns. On 25 May that was all that stood between
the Americans and Cori.6

Two infantry battalions, unsupported by heavy weapons, were scattered in hasty
positions in the hills to the northwest of Cori. A rifle company and the
heavy weapons company, all that remained of a battalion on the division's left
flank, had been ordered to reinforce these battalions, but it was doubtful
whether the reinforcements would be either sufficient or in time to check the
onrush of the Americans. Also, transfer of even those modest forces would leave
the Monte Arrestino sector held only by the equivalent of three rifle
companies.

Meanwhile, an infantry regiment from the 92d Infantry Division, guarding the
coast just south of the mouth of the Tiber, had been sent to reinforce the
715th Division. That regiment had been last reported marching from Giulianello
toward Cori. Without motor transport, the regiment had had to leave behind its
heavy support weapons and even its field kitchens, and was not expected to
reach Cori until noon on the 25th.

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The Attack on Cori

Although General O'Daniel, the 3d Division commander, had originally
expected the 15th Infantry to attack toward Cori no later than 0530 on the
morning of 25 May, the 1st and 3d Battalions (the latter having relieved the
2d) reached their assembly points along the Cisterna-Cori road only by
midmorning. The 3d Battalion had a greater distance to move from its positions
south of Cisterna, and the line of march was made hazardous by numerous
antipersonnel mines. Those factors prevented the battalion from reaching its
line of departure before the 1st Battalion started for Cori at 1000.

With the regimental battle patrol covering the battalion's right flank, Company
C led the way toward Cori across the increasingly hilly terrain that merged
gradually into the slopes of the Lepini Mountains. On the left (north) of the
Cisterna-Cori road moved the 3d Battalion of the 15th Infantry. Neither
battalion encountered appreciable opposition. Reaching the fringe of Cori at
twilight, both battalions sent patrols into the town to probe the ruins of the
village. Although the patrols found no sign of the enemy, the battalion
commander decided to await daylight before moving in.

The 15th Infantry had found no enemy in Cori because the reinforcements from
the 92d Division had never arrived. The night of the 24th, as the regiment had
marched along the Giulianello-Cori road, the men had encountered elements of
the 715th Division withdrawing in the opposite direction to escape being cut
off by the American thrust toward Cori. German commanders were unable to
straighten out the resulting confusion before daylight exposed the crowded road
to the eyes of a pilot of a reconnaissance aircraft from the XII TAC. Calling
for assistance, the pilot soon had all available aircraft bombing and strafing
the concentration of men and vehicles.

The Capture of Cisterna

As the remainder of the 3d Infantry Division advanced north and east of
Cisterna, the 7th Infantry, charged with the task of taking the enemy
strongpoint, prepared to close in for the kill. The failure of the attack
against the town's north flank on the 24th and the relative success of the 2d
Battalion's frontal advance the same day prompted the regimental commander,
Colonel Omohundro, to give the job of taking the town to the 2d Battalion. The
commander, Lt. Col. Everett W. Duvall, started the assignment by sending his
reserve, Company F, around the right flank of the positions gained earlier just
beyond the railroad embankment.

Attacking before daylight on 25 May, Company F quickly secured a foothold in
the southwestern part of the town. Upon arrival of two medium and eight light
tanks from the 751st Tank Battalion to provide fire support, Duvall ordered the
company to continue toward the center of town, while Company G cleared the
enemy from the southeastern section. Colonel Duvall intentionally sent the two
companies on divergent axes lest in the close quarters of the rubble-filled
streets one should fire upon the other.

While Company G proceeded methodically with a task that amounted to

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DISARMING GERMAN PRISONERS AT CISTERNA

mopping up, the men of Company F picked their way slowly toward the center of
town against machine gun and mortar fire that grew in intensity. The Germans
had prepared what had apparently once been the town hall for a last-ditch
defense, ringing it with antitank mines and covering all approaches with
machine guns protected by rubble-covered emplacements. On the west side a
well-sited antitank gun covered the entrance to an inner courtyard.

Despite support of the light and medium tanks, the attack against the town hall
made little headway. Not until late afternoon, when a squad managed to emplace
a machine gun atop a ruin overlooking the entrance to the courtyard, did the
siege take a turn for the better. From that position, the gunner drove off the
crew manning the troublesome antitank gun. A medium tank immediately came
forward, destroyed the gun, and, with men of Company F close behind, rolled
through the entrance into the town hall's inner court-yard. All resistance
collapsed. In the gathering twilight of the 25th, three days after the breakout
offensive had begun, the American infantrymen swarmed into the ruins to rout
out the survivors, including the commander of the 955th Infantry Regiment.

That
night General Truscott could look back with some satisfaction on the capture of
Cisterna and the imminent fall of Cori. On his right wing, the 1st

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Special Service Force, having gained Monte Arrestino's rugged and deserted
summit, was poised for a drive across the Lepini Mountains toward the upper
Sacco valley and Highway 6. The objectives of Operation BUFFALO's second phase
had been gained. Truscott's VI Corps had broken out of a six-month confinement
in the beachhead, and BUFFALO's ultimate objective, Valmontone and Highway 6,
lay some ten miles away. The Anzio beachhead no longer existed but had become
instead the extended left flank of the U.S. Fifth Army. Fifth Army's troops
were much closer to Rome than were those of the British Eighth Army, still some
forty miles southeast of Valmontone.

German Countermoves

The sharp deterioration of Army Group C's situation was remarked at OKW as
early as the evening of the 24th. The link-up of the Fifth Army's main forces
and the beachhead, the Eighth Army's steady advance in the Liri valley, and the
VI Corps' breakout at Cisterna led the German High Command to conclude that
there was no alternative to withdrawal of the entire army group into the Caesar
Line. Early in April the Germans had started constructing that secondary
defense line between the Anzio beachhead and Rome from the Tyrrhenian coast
north of Anzio, across the southern flanks of the Alban Hills to Highway 6 near
Valmontone, thence over the Ernici Mountains to Sora on the Avezzano road.
Despite the fact that more than 10,000 Italian laborers, under the direction of
German army engineers, had worked on the defenses, the line was far from
finished. From Campo Iemini, on the Tyrrhenian coast about seventeen miles
southwest of Rome, across the southern slopes of the Alban Hills as far as the
town of Labico on Highway 6, some two miles east of Valmontone, the line was
complete; but elsewhere it was nothing more than a penciled line on situation
maps.7
German records refer to the Caesar Line as the C-Stellung, or
C-Position; Allied staffs simply assumed the "C" stood for "Caesar"--a logical
deduction considering its location. A second line, the Campagna Riegel, or
switch position, lay between the C-Stellung and Rome, but was of little
significance.

To screen the Caesar Line, the Germans had put up an almost continuous barbed
wire obstacle, which in some sectors attained a depth of ninety feet. They had
also placed mines to block the most favorable routes of approach. While
infantry firing positions and shelters in the Caesar Line resembled those along
the Gustav Line, few defenses were in such depth. In the opinion of General von
Mackensen, the Fourteenth Army commander, the Caesar Line was suitable for no
more than a delaying action.8

The German High Command operations staff nevertheless recommended to Hitler on
the evening of the 24th, even before the fall of Cisterna and the crossing of
the Melfa River by contingents of the Eighth Army, that both German armies
begin at least a partial withdrawal into the Caesar Line. The Fourteenth Army's
right wing was to remain in place as far as Cisterna, while

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the left wing (the LXXVI Panzer Corps), in co-ordination with the Tenth Army's
right wing (the XIV Panzer Corps), withdrew gradually to gain as much time as
possible for the occupation and preparation of the unimproved portions of the
line. The operations staff also proposed that the remnants of the 71st and 94th
Infantry Divisions be employed in the Caesar Line as security detachments until
they could be brought up to strength with replacements. In addition to the
Hermann Goering Division, which on the 23d had started shifting southward from
its bases near Leghorn, the 356th Infantry Division was also to move south from
the vicinity of Genoa.9

During the regular noon situation briefing on the 25th, Hitler substantially
accepted those proposals and, thanks to British Intelligence, the Allied
command in Italy was soon privy to this decision. The area immediately north of
the Alban Hills on both sides of Highway 6--in short, Operation BUFFALO's
general objective--was, Hitler and his advisers agreed, the most threatened
sector. That was exactly the conclusion that Clark hoped that the Germans
would reach. Moreover, his G-2 had also informed him that the Germans
would attempt to reinforce with the Hermann Goering and 356th Infantry
Divisions. Both Clark and Kesselring, however, would underestimate the ability
of Allied aircraft to delay movement of those divisions.

In any case, Hitler insisted, the Caesar Line had to be held. Uncompleted
sectors of the line were to be improved at once by using labor companies,
security detachments, and local inhabitants. Delaying action in front of the
line was to be aimed at inflicting such crippling losses that the Allied forces
would be stopped even before reaching the line. Such an order bore little
relationship to the reality of the tactical situation and would not reach Army
Group C until the afternoon of the 26th, too late to do much about it.

In the meantime, Kesselring and Mackensen turned their attention to General
Herr's battered LXXVI Panzer Corps on the Fourteenth Army's faltering left
wing. The harried corps commander had no knowledge of the exact location of the
715th Division but guessed that it might be scattered among the towns of Cori,
Norma, and Sezze in the Lepini Mountains. As for Greiner's 362d Division, it
was in better shape. One regiment had been destroyed at Cisterna. Survivors of
the remaining two were withdrawing in the direction of Velletri and Valmontone.10

To Kesselring it was evident that a dangerous gap had opened on Herr's front,
and that Truscott's corps would soon move through to threaten Highway 6
near Valmontone. To close the gap Kesselring ordered the Fourteenth Army
commander to commit the reconnaissance battalion of the Hermann Goering
Division as soon as it arrived, the battalion to serve as a blocking force
along a four-mile front between Lariano at the foot of the Alban Hills
to an anchor on Monte Ilirio, about two miles

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northeast of Giulianello. Kesselring also told Mackensen to have patrols of the
362d Division try to re-establish contact with the 715th Division.

Mackensen readily agreed that he might be able to close the gap with the
reconnaissance battalion, but pointed out that it would be too thinly spread
for any offensive action. As for the 362d Division, it was already overextended
and probably would be unable to maintain contact with the 715th Division, even
if patrols should succeed in locating the division. Mackensen had little
confidence that either measure could do much to stem the American thrust toward
Valmontone and Highway 6.

Mackensen, nevertheless, transmitted both orders to his panzer corps commander.
Meanwhile, the corps was to establish a new defense based on former artillery
positions south of the Velletri-Giulianello road. That road had to be kept open
if the integrity of the LXXVI Panzer Corps was to be maintained, yet even as
the order was given, the armored spearhead of the U.S. VI Corps had reached
the fringe of Giulianello.

Turning to his right wing, Mackensen ordered Schlemm to begin withdrawing his I
Parachute Corps into the Caesar Line. The positions there were to be held at
all costs.11

As the situation on the Fourteenth Army's left wing deteriorated on the 25th,
Kesselring directed Mackensen to shift additional antitank guns from the I
Parachute Corps to the LXXVI Panzer
Corps front. Mackensen had already transferred 48 heavy antitank guns, 8 88-mm.
guns, and about half of the parachute corps' remaining assault guns to the
panzer corps, leaving only 1 company of antitank guns and 8 assault guns in the
parachute corps. Of the 508th Panzer Battalion's original 38 Tiger tanks only
17 remained, and those too had been moved to the panzer corps.

General von Mackensen decided that he could make no further withdrawals from
the parachute corps without seriously weakening his right wing. He still
believed, as he had since the beginning of the Allied offensive on the 23d,
that eventually the Allied main effort was going to erupt against that right
wing. The only reserve left to the I Parachute Corps, in any case, was the
newly organized 92d Infantry Division, with a coastal defense mission west of
Rome; and because of the condition of the roads and the shortage of transport,
Mackensen doubted whether it would be possible to shift the division to Herr's
front. All that Mackensen could hope to add to oppose the American thrust
toward Valmontone was the panzer reconnaissance battalion of the Hermann
Goering Division and, if found, the disorganized remnants of the 715th
Division.

General von Vietinghoff, the Tenth Army commander, was also concerned about
keeping open Highway 6 through Valmontone as long as possible, for, while he
had other routes available to him, the Valmontone junction was important for a
withdrawal of the Tenth Army's right wing. The integrity of Herr's corps was
thus vital to Vietinghoff's plans for extricating Senger's corps from the
converging Allied

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armies. Meanwhile, the Tenth Army continued to fall back to a new delaying
position anchored on the Sacco River near Castro dei Volsci.

Footnotes

1. This narrative is based upon official records of the 1st Armored Division;
Sidney T. Mathews' MS, "The Beachhead Offensive;" and published works such as
Taggert, ed., The History of the Third Infantry Division in World War II, and
George F. Howe, The Battle History of the 1st Armored Division, "Old Ironsides"
(Washington: Combat Forces Press, 1954).

2. The intrepid performance of Pvt. James H. Mills, Company F, 15th Infantry,
during this attack was subsequently recognized by the award of the Medal of
Honor.

3. For his role in the attack Sgt. Sylvester Antolak, Company B, 15th
Infantry, was awarded the Medal of Honor posthumously.

4. Unless otherwise indicated, the German account is based upon MSS#'s T-1b
(Westphal et al.) and R-50 (Bailey).

9. The latter division's place was to be taken by the 42d Jaeger Division. The
16th SS Panzer Grenadier Division, on occupation duty in northern Italy, was to
be billeted along the coastal region vacated by the two divisions though not to
be committed to a coastal defense role. Additional divisions from northern
Europe were to be moved into Italy to reconstitute the theater's strategic
reserves.

10. MS # R-50 (Bailey). Unless otherwise indicated the following section
is based upon this source.